ARI Completes Sale of $9 B Commercial Real‑Estate Loan Portfolio to Athene Holding

ARI
January 28, 2026

Apollo Commercial Real Estate Finance, Inc. (ARI) announced the sale of its entire $9 billion commercial real‑estate loan portfolio to Athene Holding Ltd. The transaction is structured at 99.7 % of total loan commitments, net of asset‑specific CECL reserves, and excludes two loans totaling $146 million that are expected to be repaid before closing. ARI will receive approximately $1.4 billion in net cash and $1.7 billion in common‑stockholder equity, implying a price of $12.05 per share. The company will retain a net equity interest in its real‑estate properties valued at $466 million as of September 30 2025.

The sale addresses a long‑standing gap between ARI’s market valuation and its book value. CEO Stuart Rothstein noted that the company’s common stock had traded below book value for an extended period, and the premium price validates the underlying asset base. The liquidity generated will enable ARI to redeploy capital into new originations, pursue strategic acquisitions, and potentially enhance dividends, with a target of an 8 % annualized yield on book value.

The agreement includes a 25‑day go‑shop period, after which ARI will close the transaction in the second quarter of 2026. The deal preserves ARI’s REIT status and allows the company to maintain its real‑estate holdings while converting the loan book into liquid assets. Athene’s acquisition rights are linked to Apollo Global Management, underscoring the coordinated nature of the transaction within the Apollo ecosystem.

Market participants highlighted three key drivers of the positive reaction: the premium valuation that aligns the company’s price with its book value, the strategic clarity and liquidity that the deal provides, and the CEO’s explicit acknowledgment of the stock’s discount to book value. These factors collectively signal confidence in ARI’s future trajectory.

In Q3 2025, ARI reported earnings of $0.30 per share, beating analyst expectations of $0.25 by $0.05, while revenue of $61.62 million fell short of the $65.21 million forecast by $3.59 million. The earnings beat was largely driven by disciplined cost management and a favorable mix of high‑margin loan products, whereas the revenue miss reflected weaker demand in certain commercial segments and a modest decline in loan origination volume.

Looking ahead, ARI has outlined a strategic refresh period that will conclude by the end of 2026. If a new strategy or transaction is not announced by then, the board will explore all available alternatives, including dissolution. Apollo’s management fee structure will also adjust, with a base fee reduction to 0.75 % of equity when return on equity falls below 7.5 %, and a potential incentive fee of 20 % over an 8 % ROE hurdle payable in common stock.

The transaction marks a pivotal shift in ARI’s capital structure, converting a substantial portion of its loan book into cash while preserving equity exposure to its real‑estate portfolio. The move positions the company to capitalize on market opportunities, strengthen its balance sheet, and deliver enhanced shareholder value.

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